UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January ~~December~~ 8, ~~2010~~2013

__________

GEORGE FOREMAN ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Delaware	~~000-26585~~026585	54-1811721
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification no.)
100 N. Wilkes-Barre Blvd. 4th Floor Wilkes-Barre, PA (Address of principal executive offices)		18702 (Zip code)

100 N. Wilkes-Barre Blvd, 4th Floor,
Wilkes-Barre, PA

18702

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (570) 822-6277

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2 4.~~04 Triggering Events~~01 ~~That~~Changes ~~Accelerate~~in orRegistrant's ~~Increase~~Certifying ~~a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.~~Accountants

(a) On ~~March~~January 8, 72013, ~~2008,~~the Chief Financial Officer of George Foreman Enterprises, Inc. (~~“we”, “our” or~~ the “Company”) ~~entered into~~received anotice ~~Securities~~of ~~Purchase Agreement, pursuant to which~~ the ~~Company sold to~~resignation ~~certain~~of ~~purchasers,~~Madsen in& ~~a private placement~~Associates, ~~newly~~CPA ~~issued 8% Convertible Notes of the Company~~ (“~~First Notes~~Madsen”) ~~in an aggregate principal amount of $800~~,~~000.~~ ~~Under the~~as ~~terms~~its ofindependent ~~these~~registered ~~First~~public ~~Notes,~~accounting ~~interest~~firm ~~was~~ to beaudit ~~paid monthly and~~ the ~~First~~Company’s ~~Notes~~financial ~~provided for a maturity date of March 6, 2010~~statements. ~~The~~ ~~Company~~This ~~paid interest~~resignation onis ~~the~~effective ~~First~~as ~~Notes through February 7, 2010 but failed to pay the interest payment in the aggregate amount~~ of ~~$5,333~~January ~~that was due on March 6~~4, ~~2010~~ 2013.

OnMadsen’s ~~March~~reports ~~31,~~to ~~2008,~~the financial statements of the Company ~~entered~~for ~~into~~the ayears ~~Securities~~ended ~~Purchase~~December ~~Agreement~~31, ~~pursuant~~2010, ~~to which~~2009 ~~the~~and ~~Company~~2008 ~~sold~~did tonot ~~certain~~contain ~~purchasers,~~an inadverse aopinion or ~~private~~disclaimer ~~placement~~of opinion, ~~newly issued~~nor 8%were ~~Convertible~~they ~~Notes~~qualified ofor ~~the~~modified ~~Company~~as ~~(“Second~~to ~~Notes”)~~uncertainty, inaudit anscope, ~~aggregate principal~~or ~~amount~~accounting ~~of $200~~principles,~~000.~~ ~~Under~~with the exception ~~terms~~ of ~~these~~an ~~Second~~explanatory ~~Notes,~~paragraph ~~interest was~~in tothe bereports ~~paid~~related ~~monthly~~to ~~and~~ the ~~Second~~financial ~~Notes~~statements ~~provided~~ for athe ~~maturity~~fiscal ~~date~~year ~~of March~~ended December 31, 2008 ~~2010.~~and ~~The~~all ~~Company~~subsequent ~~paid~~interim ~~interest~~periods onthrough ~~the~~September ~~Second~~30, ~~Notes~~2011 ~~through~~indicating ~~February 28,~~substantial ~~2010~~doubt ~~but~~about ~~failed~~the Company’s ability to ~~pay~~continue ~~interest~~as ina going concern and that the ~~aggregate~~financial ~~amount~~statements ofdid ~~$1,333~~not contain any adjustments that ~~was due~~might onresult ~~March~~from ~~31,~~the ~~2010~~outcome of this uncertainty.

ToFurthermore, for the years ended December 31, 2010, 2009 and 2008 and the subsequent interim periods through January 4, 2013, the date of resignation, ~~the~~there ~~Company~~were ~~has~~no ~~not~~disagreements ~~paid~~with Madsen on any matter of ~~the~~accounting ~~outstanding~~principles ~~principal~~or ~~amounts~~practices, offinancial ~~the~~statements ~~First Notes~~disclosure or auditing ~~Second~~scope ~~Notes~~or ~~that~~procedure ~~were~~which, ~~due~~if ~~and~~not ~~payable~~resolved ~~upon~~to the ~~respective~~satisfaction ~~maturity dates. The~~of ~~default~~Madsen, ~~interest~~would ~~rate~~have ~~under~~caused ~~the~~Madsen ~~First~~to ~~Notes~~make ~~and~~reference ~~Second~~to ~~Notes~~the ismatter ~~fifteen~~of ~~percent~~the disagreement(~~15%~~s) ~~and~~in isconnection ~~payable~~with ~~until~~its ~~all~~reports ofto the Company’s ~~obligations~~ ~~under~~financial statements for such years. During the ~~First~~years ~~Notes~~ended December 31, 2010, 2009 and ~~Second~~2008 ~~Notes~~and ~~have~~the ~~been~~subsequent interim period through January 4, 2013, there were no ~~satisfied~~“reportable events” as such term is defined in Item 304 of Regulation S-B promulgated under the Securities Exchange Act of 1934 (“Item 304”).

~~Except~~This ~~as provided~~change ~~below,~~in ~~the~~certifying accountant ~~Company~~was ~~has~~ not ~~paid~~recommended ~~any~~or ~~interest~~approved ~~payments~~by on the ~~First Notes~~Audit ~~since~~Committee ~~February~~of ~~7, 2010 or on~~ the ~~Second Notes since February 28, 2010~~Company.

~~On December~~The 8,Company ~~2010,~~has ~~the~~provided Madsen ~~Company~~with ~~issued~~a ~~checks~~copy toof ~~all~~this ofForm ~~the~~8-K ~~holders~~prior ofto ~~the~~its ~~First Notes~~filing and ~~Second~~has ~~Notes,~~requested inthat anit ~~amount~~furnish ~~equal~~the toCompany ~~three~~with ~~(3)~~a ~~months~~letter ofaddressed ~~interest at~~to the ~~pre-default~~Securities ~~rate,~~and ~~which~~Exchange ~~amounted~~Commission tostating $whether ~~19,500.00~~Madsen inagrees ~~the~~with ~~aggregate. Jeremy Anderson,~~ the ~~Company's~~above ~~Chief~~statements ~~Financial~~and, ~~Officer~~if not, ~~waived~~stating the ~~interest payment due~~respects toit ~~him~~does asnot ~~the~~agree. ~~holder~~Madsen ofhas ~~the~~furnished ~~First~~that ~~Notes~~letter, and ~~thus~~a ~~was~~copy ~~not~~of ~~paid~~it ~~any~~is ~~amount.~~attached ~~The Company~~as ~~currently~~Exhibit ~~remains~~16.1 into ~~default~~this ~~under~~Form ~~the First Notes and the Second Notes~~8-K.

~~SIGNATURES~~With it’s limited financial resources, the Company may not be able to appoint a new independent registered public accounting firm to audit its financial statement. The Company’s last filing with the Securities and Exchange Commission was the Form 10-Q for the period ended September 30, 2011.

~~Pursuant to~~Item ~~the~~5.02 ~~requirements~~Departure of ~~the~~Directors ~~Securities~~or ~~Exchange~~Certain ~~Act~~Officers; Election of ~~1934,~~Directors; ~~the~~Appointment ~~Registrant~~of ~~has duly~~Certain ~~caused~~Officers; ~~this~~Compensatory ~~report~~Arrangements toof beCertain ~~signed on its behalf by the undersigned thereunto duly authorized.~~Officers

~~Date: December~~(b) On January 14, 102013, ~~2010~~John Swatek, a Director and Senior Vice President of the Company resigned effective immediately. Mr. Swatek’s decision was not based on any disagreement with the Company.

~~GEORGE~~Item ~~FOREMAN ENTERPRISES, INC~~9.01 ~~By:~~Financial ~~/s/~~Statements ~~Chuck~~and ~~Gartenhaus Name: Chuck Gartenhaus Title: Chief Executive Officer~~Exhibits

(d) Exhibits

16.1

Letter from Madsen & Associates, CPA to the Securities and Exchange Commission, dated January 10, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, George Foreman Enterprises, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: January 14, 2013
	GEORGE FOREMAN ENTERPRISES, INC.

	By:	/s/ Jeremy Anderson
		Name: Jeremy Anderson Title: Chief Financial Officer

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